EX-25 16 e432006v1.txt EXHIBIT 25(A) EXHIBIT 25(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (Jurisdiction of incorporation (I.R.S. Employer if not a U.S. national bank) Identification No.) One Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip code) ------------------------- DPL CAPITAL TRUST II (Exact name of obligor as specified in its charter) Delaware To Be Applied For (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Courthouse Plaza Southwest Dayton, Ohio 45402 (Address of principal executive offices) (Zip code) ------------------------- 8 1/8 % CAPITAL SECURITIES (Title f the indenture securities) ITEM 1. GENERAL INFORMATION.* Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Superintendent of Banks of the 2 Rector Street, New York, N.Y. 10006 State of New York and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation 550 17th Street, N.W., Washington, D.C. 20429 New York Clearing House Association New York, N.Y. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note on page 2.) ITEM 16. LIST OF EXHIBITS. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of Practice. 1. - A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits la and lb to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. - A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. - The consent of the Trustee required by Section 321 (b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. - A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. ------------- * Pursuant to General Instruction B, the Trustee has responded only to Items 1, 2 and 16 of this form since to the best of the knowledge of the Trustee the obligor is not in default under any indenture under which the Trustee is a trustee. NOTE Inasmuch as this Form T-1 is being filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 20th day of November, 2001. THE BANK OF NEW YORK By: /s/ PAUL J. SCHMALZEL ------------------------ Paul J. Schmalzel Vice President 2 EXHIBIT 7 (Page 1 of 3) Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. ASSETS Dollar Amounts in ------ Thousands ----------------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................. $ 3,946,551 Interest-bearing balances.................. 5,454,795 Securities: Held-to-maturity securities................ 127,189 Available-for-sale securities.............. 8,367,798 Federal funds sold and Securities purchased under agreements to resell....... 2,578,045 Loans and lease financing receivables: Loans and leases held for sale.................. 15,750 Loans and leases, net of unearned Income..................................... 37,240,401 LESS: Allowance for loan and lease losses........................... 604,286 Loans and leases, net of unearned income and allowance................... 36,636,115 Trading Assets.................................. 9,717,521 Premises and fixed assets (including capitalized leases)........................ 777,125 Other real estate owned......................... 1,190 Investments in unconsolidated subsidiaries and associated companies................... 197,938 Customers' liability to this bank on acceptances outstanding.................... 684,954 Intangible assets Goodwill................................... 1,516,774 Other intangible assets.................... 118,954 Other assets.................................... 3,987,019 ------------ Total assets.................................... $ 74,127,718 ============ EXHIBIT 7 (Page 2 of 3) LIABILITIES Deposits: In domestic offices........................ $ 27,176,888 Noninterest-bearing........................ 11,540,657 Interest-bearing........................... 15,636,231 In foreign offices, Edge an................ Agreement subsidiaries, and IBFs........... 26,457,350 Noninterest-bearing........................ 462,578 Interest-bearing........................... 25,994,772 Federal funds purchased and securities sold under agreements to repurchase 2,574,844 Trading liabilities 1,732,397 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases....... 1,755,445 Bank's liability on acceptances executed and outstanding 689,067 Subordinated notes and debentures............... 1,646,000 Other liabilities............................... 5,441,990 Total liabilities............................... 67,473,981 Minority interest in consolidated subsidiaries 652 EQUITY CAPITAL -------------- Common stock 1,135,284 Surplus 1,050,729 Retained earnings 4,480,524 Accumulated other comprehensive income -13,452 Other equity capital components 0 Total equity capital 6,653,085 ------------ Total liabilities, minority interest, and equity capital $ 74,127,718 ============ EXHIBIT 7 (Page 3 of 3) I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Renyi ) Gerald L. Hassell ) Directors Alan R. Griffith )